THE SATYAM SAGA

22 September 2008: Satyam Computer Services won the Golden Peacock Global Award for excellence in corporate governance for 2008 given by the World Council for Corporate Governance. On that day, the Satyam stock ended down 4.69% at Rs 352.75.

16 December 2008: Satyam announced that it will acquire 100% in unlisted Maytas Properties for $1.3 billion and 51% of construction firm Maytas Infra for $300 million. Satyam founder and chairman B Ramalinga Raju and other insiders held 36% in Maytas Infra and 35% in Maytas Properties. Ramalinga Raju originally promoted the deal by saying it would de-risk Satyam's core business in IT services. The announcement was made after market shut on that day.

Satyam had planned to fund 75% of the acquisition with cash and the rest by selling debt. Satyam planned to acquire 31% in Maytas Infra from its promoters, or company insiders, at a price of Rs 475 a share. Satyam also planned to make an open offer for an additional 20% at a price of Rs 525 a share.

The acquisitions made little sense at a time when technology outsourcing companies are preserving cash to cope with slowing outsourcing business. Maytas Properties is into urban infrastructure development whereas Maytas Infra is into infrastructure construction and asset development.

Following the surprising announcement, Satyam's American depository receipt (ADR) plunged on 16 December 2008 as investors reacted negatively to its plan to buy two related companies. The ADR of Satyam Computer Services, which closed down $6.85, or 55%, at $5.70 on the New York Stock Exchange, jumped 50% in after-hours trading to $8.89. Even after the evening rally they were still down 28% from 15 December 2008's close of $12.30. On that day, the Satyam stock ended up 0.49% at Rs 226.50.

17 December 2008: Folowing a negative investor reaction, Satyam called off the deal which it had announced after trading hours in India on 16 December 2008. Satyam announced the decision to call off the deal before trading hours in India on 17 December 2008. However, the Satyam stock slumped 30.22% to end at Rs 158.05 on 17 December 2008 as investors judged Satyam's move as a total disregard for corporate governance and shareholders. On that day, the Satyam stock slumped 30.22% to end at Rs 158.05.

18 December 2008: Shares of Satyam spurted 7.15% to end at Rs 169.35 after the company said during trading hours on that day that its board will meet on 29 December 2008 to consider buyback of shares.

Satyam's decision to consider buyback was aimed at soothing investors nerves after the stock slumped 30.22% to Rs 158.05 on 17 December 2008, hitting a five-year low in intraday trade, with investors exiting the counter due to poor corporate governance. Satyam claimed of having a large cash pile of $1.1 billion, which marketmen hoped the company could use for buyback. On that day, the Satyam stock jumped 7.15% to end at Rs 169.35.

19 December 2009: UK-based online and mobile payment services player Upaid Systems filed a motion against Satyam in a state court, requesting testimony of Satyam's chairman B Ramalinga Raju, chief financial officer Srinivas Vadlamani and global head of corporate governance G Jayaram in connection with Satyam's failed attempt to strip all surplus cash from Satyam to to buy two closely held companies.

Upaid had urged the top Satyam officials to clarify as to why the company went through with the Maytas deal, in case they were looking at moving cash out of the books largely because they feared Satyam could loose the Upaid's earlier filed case.

Upaid and Satyam are locked in a two-pronged legal battle, one, a forgery case filed by Upaid against the Satyam management seeking damages of over $1 billion, and the other, a disparagement case levelled by Satyam against the little known UKbased company.

The forgery case dates back to early 2000, when Satyam was working on a contract job for U-paid . Upaid says that it ran into problems with Qualcomm and Verizon and had to settle the case with them under grossly unfavourable terms due to forgery by Satyam officials. On that day, the Satyam stock ended down 3.87% at Rs 162.80.

23 December 2008: The World Bank confirmed that it has barred Satyam Computer from doing business with it for eight years, starting September 2008, due to data theft and paying bribes to its staff. The World Bank, which had signed a $100-million billing per annum contract, had been an important client for Satyam. Since 2003, Satyam had been writing and maintaining all software for World Bank across all locations. This also included maintenance of software in back-end offices. On that day, the Satyam stock slipped 13.55% to end at Rs 140.40.

25 December 2008: Satyam Computer asked the World Bank to withdraw 'inappropriate' statements about the Indian outsourcer and to issue an apology for harm done to the company.

Earlier On 23 December 2008, the World Bank had issued a statement saying Satyam was debarred from getting direct contracts from it under its corporate procurement programme for eight years from September 2008. Media reports had suggested that data theft was one of the reasons why the World Bank had barred Satyam from doing business with it. Equity markets were shut on that day on account of Christmas holiday.

26 December 2008: Satyam said Mangalam Srinivasan, non-executive and independent director of Satyam resigned from the company effective 25 December 2008. On that day, the satyam stock ended 0.41% up at Rs 135.50.

29 December 2008: Satyam said Professor Krishna G Palepu, non-executive director and Vinod K Dham, non-executive and independent director of the company resigned from the company effective 28 December 2008. The outsourcer did not give any reason for the resignations.

Satyam, before trading hours on the same day had postponed the board meeting set on 29 December 2008 to 10 January 2009 to mull options beyond just a possible share buyback. The company said in a statement its board would consider moves to strengthen the firm's governance structure, including increasing the size and altering the composition of the board. It also said it had hired DSP Merrill Lynch to review the company's 'strategic options' to enhance shareholder value, but did not give further details. On that day, the satyam stock ended 9.41% up at Rs 148.25.

30 December 2008: Media reports suggested some institutional investors in the company had approached IT firms and private equity players for a stake sale. The report cited market participants as its sources. On that day, the satyam stock ended 8.33% up at Rs 160.60.

31 December 2008: Media reports suggested US-based computer firm Hewlett-Packard may buy a stake in Satyam. Hewlett-Packard (HP) was reported to be attracted by the Satyam's lucrative business software practice. Reports suggested that buying stake in Satyam could give HP an opportunity to challenge its rival IBM with bigger, low-cost offshore capabilities. On that day, the satyam stock ended 5.95% up at Rs 170.15.

3 January 2009 (Saturday): Founder-promoters stake declined from 8.64% to 5.13%t as financial institutions with whom the entire stake was pledged dumped the shares. Of the remaining 5.13% stake (around 3.45 crore shares) with the promoters, around 2.19 crore shares (or roughly 63% of the holdings) were still reported to be pledged with various lenders.

6 January 2009: Satyam denied media reports that suggested that Tech Mahindra had approached Satyam for an all-share merger. On the same day, Satyam had announced that the share of promoters' group in the company had further dwindled with lending agency IL&FS Trust Company selling off 1.03 crore shares afresh. On that day, the satyam stock ended 7.31% up at Rs 179.10.

7 January 2009: Satyam's chairman Ramalinga Raju resigned the company and admitted fraud of reporting inflated figures in the accounts of the firm. As per the announcement, Satyam's balance sheet as on 30 September 2008 had inflated cash and bank balances of Rs 5040 crore, inflated debtors of Rs 490 crore and non-existent accrued interest of Rs 376 crore. Against this the liability was understated by Rs 1230 crore.

Raju said the Q2 September 2008 results had overstated operating revenues by Rs 588 crore, thereby overstating the operating profits and cash to that extent.

The gap in the balance sheet has arisen purely on account of inflated profits over the period of last several years, Raju confessed adding that every attempt made to eliminate the gap failed. As the promoters held a small percentage of equity, the concern was the poor performance would result in a takeover, thereby exposing the gap, Raju said.

Raju said in the last 2 years a net amount of Rs 1230 crore was arranged to keep operations going. He said this was done by pledging all the promoter shares and raising funds from known sources by giving all kinds of assurances. Significant dividend payments, acquisitions, capital expenditure to provide for growth did not help matters. Every attempt was made to keep the wheel moving. The last straw was the selling of most of the pledged share by the lenders on account of margin triggers, Raju said.

The aborted Maytas acquisition deal was the last attempt to fill the fictitious assets with real ones, Raju said. Maytas's investors were convinced that this is a good divestment opportunity and a strategic fit, he said.

Raju ended the statement with an apology to Satyam's staff and shareholders and said he was prepared to face the legal consequences.

On the same day, Satyam Computer announced of forming a new team to look into its day-to-day affairs, following the resignation of its chairman Ramalinga. The interim CEO of Satyam, Ram Mynampati, sent a letter to the management and staff, announcing the formation of a new team that consisted of persons who have spent 10 years in the company and twenty years in the industry. On that day, the satyam stock tumbled 77.69% up at Rs 39.95.

8 January 2009: Media reports suggested Satyam's banker Citibank froze more than 30 operational accounts of Satyam Computer. These are trade receivable accounts, and the aim may be to protect the bank's $70-million exposure to the troubled technology firm. Equity markets were shut on that day on account of Moharram.


11 January 2009 (Sunday): In a swift action to salvage the beleaguered Satyam Computer Services, the government, after market hours on Friday (9 January 2009), sacked the remaining three directors erstwhile board on Satyam, including the interim CEO Ram Mynampati. The government then set up a three-member board on 11 January 2009 in a bid to restore confidence in the outsourcing company rocked by India's biggest corporate scandal.

The new three-member board consists of Deepak Parekh, chairman of Housing Development Finance Corporation. Kiran Karnik, former president of the National Association of Software and Service Companies (Nasscom), a technology lobbying group, and C Achutan, a former official at the Securities and Exchange Board of India (Sebi). All the three members would act as independent directors. Corporate Affairs Minister Prem Chand Gupta expressed the hope that the new board would be able to provide the necessary vision, along with responsible and accountable leadership, to the company in this hour of crisis.


23 January 2009: Larsen & Toubro raised its holding in Satyam Computer Services to 12% from 4% earlier. L&T hiked stake in Satyam as the initial cost of investment in Satyam was at risk.

Following the additional share purchase, L&T's average acquisition price of around 12% stake in Satyam dipped to Rs 80 a share from the Rs 174, it paid earlier.

L&T had acquired 4% in Satyam at Rs 174 per share before Satyam's founder B Ramalinga Raju admitted on 7 January 2009 of a Rs 7,000-crore accounting fraud at the IT firm.

If the stake reaches 15%, L&T will then, as per the regulator's takeover guidelines, have to make an open offer for an additional 20% stake in Satyam.

27 January 2009: The government-appointed board of Satyam Computer Services appointed the Boston Consulting Group (BCG) as the management advisor to support the directors and the Satyam leadership team.

Goldman Sachs and Avendus were appointed investment bankers to advise the company on the way forward. A dedicated three-member BCG will work closely, free of charge, during this revival process, Deepak Parekh, board member, had said.

5 February 2009: The government-appointed board of fraud-scarred Satyam Computer Services on Thursday, 5 February 2009, appointed A S Murty, a Satyam executive for 15 years, as chief executive officer (CEO). Murty will be the chief executive with immediate effect, the company said in a statement. Murty was the Global Business Head of Satyam.

The board also said it has received bank lines of credit for Rs 600 crore toward working capital requirements. The money will help the company tide over its financial challenges, the board said.

The board said it had brought on two additional advisers: Homi Khusrokhan, who has served as managing director of Tata Chemicals, Tata Tea, Glaxo Laboratories India and Wellcome India; and Partho Datta, a chartered accountant who will focus on restating the company's scrambled third-quarter results.

6 February 2009: The government announced the appointment of Nasscom past-president Kiran Karnik as chairman of its six-member board.

13 February 2009: The Securities & Exchange Board of India (Sebi) relaxed takeover regulations for companies whose boards have been superseded and replaced by the Government or other regulatory authority. This smoothened the way for a possible sale of Satyam Computer Service, the only company that currently fits this description.


19 February 2009: The Company Law Board (CLB) allowed the government-appointed board of Satyam to bring in a strategic investor through an open bidding process. For this purpose, the CLB also permitted the board to increase the authorised share capital and issue preferential shares.

Currently, the authorised capital of Satyam is 80 crore shares of Rs 2 each, of which 67.3 crore shares have already been issued. The CLB has authorised the Satyam board to pass a resolution to amend the capital clause of the Memorandum of Association to raise its authorised capital. Accordingly, the authorised capital of Satyam will increase from Rs 160 crore comprising 80 crore shares, to Rs 280 crore comprising 140 crore shares.

The Satyam board has been directed to devise a mechanism for transparent, open and competitive process without furthering the interest of any particular acquire. Besides, the board will also have to obtain requisite approvals from the Securities & Exchange Board of India. The process of selection of a strategic investor will be overseen by a retired judge of the Supreme Court or former Chief Justice of India.

6 March 2009: The Sebi approved selling 51% stake in Satyam through global bidding process.

As part of the two-phased bidding process, a chosen investor will acquire newly issued equity shares representing 31% of Satyam's share capital and then make a mandatory minimum public offer to buy a further 20% stake. The bidders are expected to have total net assets in excess of $150 million.

9 March 2009: Satyam commenced a competitive bidding process for selection of an investor to acquire 51% equity stake. Interested bidders were asked to submit a detailed expression of interest and the proof of availability of at least Rs 1500 crore by 20 March 2009.